Form 8-K (Earnings Release and Stock Split)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________________________________________________________
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported):
January
18, 2006
__________________________________________________________________
CELADON
GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-23192
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13-3361050
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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9503
East 33rd
Street
One
Celadon Drive, Indianapolis, IN
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46235
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(Address
of principal executive offices)
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(Zip
Code)
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(317)
972-7000
(Registrant's
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
2.02
Results
of Operations and Financial Condition.
On
Thursday, January 19, 2006, Celadon Group, Inc., a Delaware corporation (the
"Company"), issued a press release after the close of the market announcing
its
financial and operating results for the quarter ended December 31, 2005, its
second fiscal quarter. A copy of the press release is attached to this report
as
Exhibit 99.1.
Item
7.01
Regulation
FD Disclosure.
On
Wednesday, January 18, 2006, the Company’s Board of Directors approved a 3-for-2
split of the Company’s common stock payable February 15, 2006, to stockholders
of record as of February 1, 2006. A copy of the press release is furnished
herewith as Exhibit 99.1.
The
information contained in this report (Items 2.02, 7.01, and 9.01) and the
exhibit hereto shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
The
information in this report and the exhibit hereto may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Such statements are made based on the current beliefs
and expectations of the Company’s management and are subject to significant
risks and uncertainties. Actual results or events may differ from those
anticipated by forward-looking statements. Please refer to various disclosures
by the Company in its press releases, stockholder reports, and filings with
the
Securities and Exchange Commission for information concerning risks,
uncertainties, and other factors that may affect future results.
Item
9.01
Financial
Statements and Exhibits.
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(c)
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Exhibits.
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EXHIBIT
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NUMBER
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EXHIBIT
DESCRIPTION
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Celadon
Group, Inc. press release announcing financial and operating results
for
the quarter ended December 31, 2005, its second fiscal quarter and
3-for-2
stock split.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CELADON
GROUP, INC.
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Date:
January 19, 2006
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By:
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/s/
Stephen Russell
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Stephen
Russell
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Chairman
and Chief Executive Officer
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EXHIBIT
INDEX
EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
|
|
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Celadon
Group, Inc. press release announcing financial and operating results
for the quarter ended December 31, 2005, its second fiscal quarter
and
3-for-2 stock split.
|
|
|
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